Activist vows to keep fighting with owner of Scotsman

THE ACTIVIST investor seeking to overthrow the board at the company that publishes The Scotsman has vowed to keep up the pressure on the firm despite his latest attempt at a boardroom coup being thwarted.

Christen Ager-Hanssen, who owns 20 per cent of Johnston Press’s shares via his investment firm Custos Group, accused Johnston Press of delaying tactics after the publisher said his request for an extraordinary general meeting of shareholders was “invalid”.

“This is just delaying what will happen, which is that autumn will follow summer,” Mr Ager-Hanssen said.

“It’s something that they can’t stop and I think it’s so stupid that the board is trying to do this.

“Our lawyer is looking into it but we will have a new EGM requisition very soon. If we need to call for 10 EGMs we will call for 10 EGMs.”

It comes after Mr Ager-Hanssen demanded an EGM so he could table a number of resolutions aimed at revamping the company’s board.

Specifically, he wants shareholders to approve the removal of interim chairman Camilla Rhodes and audit committee chair Michael Butterworth. He wants them to be repalced by former First Minister Alex Salmond and the former chief executive of Evening Standard publisher ESI Media, Steve Aukland.

Although Johnston Press accepted the EGM request and issued a statement saying it would “update its shareholders with regard to the timing of the general meeting in due course”, it yesterday informed the London Stock Exchange that Mr Ager-Hanssen’s request was “invalid”.

Johnston Press issued the new statement after its lawyers at Ashurst pointed out that under UK company law the meeting request should have been made by the nominee through which Custos holds its shares and not by Custos itself.

While a source close to the company said that Mr Ager-Hanssen’s “continued mistakes are the actions of an incompetent amateur”, the company itself said it would put a valid request before shareholders.

“In the event that the board receives a valid requisition request, the board will put the proposed resolutions to shareholders,” it said.

Mr Ager-Hanssen, who is trying to position himself as a disruptor in the media sector, has been agitating for change at Johnston Press since he started building his shareholding in the company in the summer.

Last month he vowed to call an EGM to try to oust chief executive Ashley Highfield and chief financial officer David King as well as Ms Rhodes and Mr Butterworth because, he said, “the company is totally mismanaged”.

He was forced to abandon that plan, however, due to a so-called poison-pill clause relating to £220 million worth of bonds that Johnston Press is due to repay in June 2019.

Under the terms of the clause the debt would have become due immediately if new directors who had not been approved by existing directors made up the majority of the board. Currently Johnston Press has seven directors, made up of Mr Highfield, Mr King, company secretary Peter McCall, Ms Rhodes, Mr Butterworth and two other non-executives.

Last week Mr Ager-Hanssen announced that Mr Salmond had joined his team.

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